Common use of Junior Lien Intercreditor Agreement Clause in Contracts

Junior Lien Intercreditor Agreement. (a) Each Lender hereunder (i) acknowledges that it has received a copy of the Junior Lien Intercreditor Agreement, (ii) consents to the subordination of Liens provided for in the Junior Lien Intercreditor Agreement, (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Junior Lien Intercreditor Agreement, (iv) authorizes and instructs the Administrative Agent to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and in accordance with the terms of the Junior Lien Intercreditor Agreement, as the collateral agent for the lenders and other secured parties under the First Lien Credit Agreement. (b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern. (c) The foregoing provisions are intended as an inducement to the lenders under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower under the First Lien Credit Agreement and such lenders are intended third party beneficiaries of such provisions.

Junior Lien Intercreditor Agreement. (a) Each Lender hereunder (i) acknowledges that it has received If a copy Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (ii) consents to the subordination of Liens provided for in the Junior Lien Intercreditor Agreement, (iiia) agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Junior Lien Intercreditor Agreement, Agreement and (ivb) authorizes and instructs the Administrative Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of [“Priority Lien Representative” (as such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and term is defined in accordance with the terms of the Junior Lien Intercreditor Agreement, )] on behalf of such Holders as the collateral agent for the lenders and other secured parties under the First [“Priority Lien Credit Agreement. (b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties Parties” (as such term is defined in the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement)]. In addition, each Holder authorizes and instructs the event of Collateral Agent to enter into any conflict between the terms of amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the terms of this Agreement, Lien on any Collateral securing such additional Indebtedness shall rank junior to the terms of Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Intercreditor Agreement shall govern. (c) The foregoing provisions are intended as an inducement Debt then outstanding to the lenders extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower under the First Lien Credit Agreement and such lenders are intended third party beneficiaries of such provisionsNote Documents.

Junior Lien Intercreditor Agreement. (a) Each Lender hereunder Notwithstanding anything to the contrary herein (i) acknowledges that it has received a copy the terms of this Agreement, the Security Interests created hereby, and the rights of the Junior Lien Trustee and the Holders hereunder, are subject to the terms of the Intercreditor Agreement, (ii) consents the Liens created hereunder are subordinate and junior in all respects to the subordination of Liens provided for First Lien to the extent and in the Junior Lien manner set forth in the Intercreditor Agreement, Agreement and (iii) agrees that it will be bound the exercise of all rights and remedies by and will take no actions contrary to the provisions of the Junior Lien Intercreditor Agreement, (iv) authorizes and instructs the Administrative Agent to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and in accordance with the terms of the Junior Lien Intercreditor Agreement, as the collateral agent for the lenders and other secured parties under the First Lien Credit Agreement. (b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent Trustee pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted otherwise in favor respect of the Senior Secured Parties (as defined in Collateral, and the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise application of any right or remedy proceeds of any of the Collateral, are subject to and shall be governed by the Administrative Agent hereunder is subject to the limitations terms and provisions conditions of the Junior Lien Intercreditor Agreement. In the event of any conflict inconsistency between the terms provisions of the Junior Lien Intercreditor this Agreement and the terms provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control. In furtherance of the foregoing, at any time before all obligations under the Senior Credit Agreement have been paid in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, (a) the Pledgor shall not be required to separately comply with its obligations under this Agreement to the extent the Pledgor shall be in compliance with or have otherwise satisfied its corresponding obligations under the Senior Pledge Agreement (as defined in the Intercreditor Agreement); compliance with such corresponding obligation under the Senior Pledge Agreement shall be deemed to be compliance with such corresponding obligation under this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern. and (cb) The foregoing provisions are intended as an inducement to the lenders under extent the First Lien Credit Representative's rights under the Senior Pledge Agreement to permit conflict with the incurrence of Indebtedness Trustee's rights under this Agreement or are the subject of corresponding rights under this Agreement (i.e., performance of the Pledgor's covenants, application of proceeds and to extend credit to the Borrower under collection of Collateral), the First Lien Credit Representative's rights under the Senior Pledge Agreement shall control, and in either case, no default shall exist hereunder as a result of the Pledgor's failure to perform such lenders are intended third party beneficiaries of obligations or the Trustee's inability to exercise such provisionsrights under this Agreement.

Junior Lien Intercreditor Agreement. (a) Each Lender hereunder (i) acknowledges that it has received If a copy Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (ii) consents to the subordination of Liens provided for in the Junior Lien Intercreditor Agreement, (iiia) agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Junior Lien Intercreditor Agreement, Agreement and (ivb) authorizes and instructs the Administrative Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of “Priority Lien Representative” (as such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and term is defined in accordance with the terms of the Junior Lien Intercreditor Agreement, ) on behalf of such Holders as the collateral agent for the lenders and other secured parties under the First “Priority Lien Credit Agreement. (b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties Parties” (as such term is defined in the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the event of Collateral Agent to enter into any conflict between the terms of amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the terms of this Agreement, Lien on any Collateral securing such additional Indebtedness shall rank junior to the terms of Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Intercreditor Agreement shall govern. (c) The foregoing provisions are intended as an inducement Debt then outstanding to the lenders extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an 0000-0000-0000 Opinion of Counsel certifying that any such amendment is authorized or permitted under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower under the First Lien Credit Agreement and such lenders are intended third party beneficiaries of such provisionsNote Documents.

Junior Lien Intercreditor Agreement. (a) Each Lender hereunder (i) acknowledges that it has received If a copy Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (ii) consents to the subordination of Liens provided for in the Junior Lien Intercreditor Agreement, (iiia) agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Junior Lien Intercreditor Agreement, Agreement and (ivb) authorizes and instructs the Administrative Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of “Priority Lien Representative” (as such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and term is defined in accordance with the terms of the Junior Lien Intercreditor Agreement, ) on behalf of such Holders as the collateral agent for the lenders and other secured parties under the First “Priority Lien Credit Agreement. (b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties Parties” (as such term is defined in the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the event of Collateral Agent to enter into any conflict between the terms of amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the terms of this Agreement, Lien on any Collateral securing such additional Indebtedness shall rank junior to the terms of Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Intercreditor Agreement shall govern. (c) The foregoing provisions are intended as an inducement Debt then outstanding to the lenders extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower under the First Lien Credit Agreement and such lenders are intended third party beneficiaries of such provisionsNote Documents.

Junior Lien Intercreditor Agreement. (a) Each Lender hereunder (i) acknowledges that it has received If a copy Junior Lien Intercreditor Agreement is entered into, this Article 11 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (ii) consents to the subordination of Liens provided for in the Junior Lien Intercreditor Agreement, (iiia) agrees that it will be bound by by, and will take no actions contrary to to, the provisions of the Junior Lien Intercreditor Agreement, Agreement and (ivb) authorizes and instructs the Administrative Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of “Priority Lien Representative” (as such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and term is defined in accordance with the terms of the Junior Lien Intercreditor Agreement, ) on behalf of such Holders as the collateral agent for the lenders and other secured parties under the First “Priority Lien Credit Agreement. (b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties Parties” (as such term is defined in the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement). In addition, each Holder authorizes and instructs the event of Collateral Agent to enter into any conflict between the terms of amendments or joinders to the Junior Lien Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Junior Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the terms of this Agreement, Lien on any Collateral securing such additional Indebtedness shall rank junior to the terms of Liens on such Collateral securing the Secured Obligations and rank equally with the Liens on such Collateral securing the Junior Lien Intercreditor Agreement shall govern. (c) The foregoing provisions are intended as an inducement Debt then outstanding to the lenders extent permitted by this Indenture and the Security Documents. The Trustee and the Collateral Agent shall be entitled to rely upon an Officer’s Certificate or an Opinion of Counsel certifying that any such amendment is authorized or permitted under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower under the First Lien Credit Agreement and such lenders are intended third party beneficiaries of such provisionsNote Documents.